Destiny's Way
by sephiroth12285
Summary: In the middle of war between the almost Britannia controlled Earth Alliance and the PLANTs Lelouch will find himself thrust into the war between them where he and others will determine the future of humanity. Radical AU inside with Lacus and Lelouch
1. Chapter 1 Destines

Disclaimer: I do not own Gundam SEED and Code Geass.

A/N: Well this is probably the second to last fic I had made last year based on an idea I received from Holyknight, but this probably going to be quite radical mostly because not only have I combined the SEED and CG worlds into one world, but I also removed some characters and replaced them. The most radical of these changes is the fact I have effectively replaced Kira with Lelouch instead, but don't worry Cagalli will still appear as will Athrun and others.

So on with the story since the summary for once took care of it.

* * *

Chapter 1

Destines

It was year seventy of the Cosmic Era tensions were mounting between Earth and the ZAFT organization due to the Bloody Valentine Tragedy these tensions suddenly escalated into a full scale war. At first a foregone conclusion that the Earth Forces with its superior numbers would emerge victorious, but these initial assessments proved to be false.

Almost eleven months has passed since the war began with no end in sight.

(Cosmic Era 71, January 25th, Orb Union Resource Colony Heliopolis)

It was a calm peaceful sunny day at the Heliopolis resource colony of the Orb Union as a duo of young students were riding in a motorbike with a side-car attached to it, but since it was a long tip they had time to engage in a conversation.

The driver sighed before speaking.

"I can't believe you dragged me into this again! Miriallia will kill me if she finds out I am skipping class with you." The sixteen year old boy said with short dark blue hair wearing a white collar shirt with a light blue T-shirt underneath and dark blue jeans.

"Don't worry Rivalz I'll give you a good cut of the winnings…don't I always?" His passenger sitting in the side car replied while riding a paperback book while wearing a motorbike helmet of his own while dressed in a red jacket lined with black, black jeans and a matching shirt. The young man had black hair and amethyst eyes with a fair skin complexion.

"Yeah, but you know we'll get in trouble?"

"Do you want enough money to take Miriallia to that 5-star restaurant?"

Seeing that he has all but lost the battle the young man after a long period of silence decided to change the conversation as he learn Lelouch turn up the volume on a pocket radio he had on his person with earphones in his ear…knowing his friend wasn't the music listing type he suspected that his passenger was listening to the news.

"So are there some new developments in the news?"

"Yeah Taiwan…things down on Earth are getting pretty hectic. This news report is from events that have happened one week ago on Earth so it's likely ZAFT has sacked the Kaohsiung Spaceport. The war is getting a little too close to the homeland…I hope they are on alert at least."

"Oh come on I can't see Orb becoming a battlefield…our nation is neutral territory."

Lelouch's eyes narrowed as he remembered something from the distant past…an event that happened six years ago on Earth. It was in Japan, but now a recently conquered dominion of the Holy Empire of Britannia the world's strongest superpower and a major leading country of the Earth Alliance, but given circumstances the EA might as well be considered part of the Britannia Empire due to how much influence and control they hold within the organization.

Now renamed Area 11 the young man remembered the last time he saw his friend who had lived in that country and had even living under his roof as it were when their own father banished them to Japan to be used nothing more than bargaining tools in the form of political hostages. In truth the fact he was a mere student now was merely a lie the surname Lamperouge was a mask to hide his true identity as the presumed dead Prince Lelouch vi Britannia who had been sent to Japan along with his crippled sister Nunnally vi Britannia who was left blind and crippled following the assassination of their mother who had been killed a couple months prior to their banishment eight years ago.

_Suzaku I hope you had at least left Earth for the safety of one of the neutral territories._

* * *

(Somewhere on the outskirts of Tokyo, Japan…Cosmic Era 64, September 9th)

_The sun was setting in the horizon which was beautiful to some in other places in the world, but for the nation of Japan this setting sun forbiddingly marked the final day of Japan's existence as a nation. During this twilight of the now recently conquered nation a trio of children were gathered near the ruins of a mansion where they were holding what could be their last meeting._

_After this day the chances they would see one another again was highly unlikely. _

_A young ten year old Lelouch stood next to his seven year old sister who wore simple civilian clothes with her long ash-blonde hair tied into a pair of pig-tails sitting quietly in her wheelchair. Standing ahead of them was another boy about the black haired boy's age except his hair was brown and he had green eyes wearing jeans that had a hole over one knee wearing a red T-shirt with a blue backpack. _

"_What do you mean you and Nunnally are going to be dead?" Suzaku Kururugi asked as the fear in his voice was evident. _

"_Only on paper…we'll change our names too. It's a perfect chance to fool Britannia." Lelouch explained as anger seeped into his voice with each passing word. "If we're dead then they can't make us their tools or pawns anymore." _

"_So you'll live on your own…what about you Nunnally?" _

"_All I want is to stay with my brother we'll be ok."_

"_We got some good moves we can make." Lelouch began as he explained to Suzaku the details of what he had in mind. "Ashford landed with the occupation forces." _

"_Oh right he said he was on your side and all…still." _

"_It's not like I trust him, but we'll let him use us so we can use him. I am guessing Ashford wants us for insurance in case things go bad for them." _

"_Insurance?" The son of the late Japanese Prime Minster said not liking the sound of that. _

"_Things are kinda complicated back home right now." _

"_I see, but at least things will work out for you." _

"_Yeah I'll make sure it does." _

"_Suzaku…what about you…what are you going to do?" Nunnally inquired._

"_There is your teacher Mr. Tohdoh right?"Lelouch added possibly suggesting going to him. _

"_I tried, but I haven't been able to reach him. Mr. Kirihara said I should go to the army's central headquarters."_

"_You mean the Britannian Army?" Lelouch said now showing concern for his friend through his expression. _

"_It's my only choice. The Kyoto Group is cooperating with Britannia now."_

"_The Sumeragis?" The former prince asked. _

"_It looks like Kaguya is their only successor now…that's it." _

"_Suzaku…" Nunnally began._

"_I'll be ok, but things are so dangerous now it's better that I have someone to take care of me. I am the Kururugi heir." _

"_Yeah…you're right!"_

"_Suzaku…give me your hand." Nunnally asked trying to reach out to Suzaku as she spoke. "Please don't forget my mother told it to me long ago…as long as there is a hand reaching out to you things will be ok." The Japanese boy was touched by the small girl's words as were Lelouch who too recalled that their mother had told him that as well. _

"_Thank you Nunnally." _

"_We'll see you again Suzaku." The small ash-blonde girl said as she accepted Suzaku's hand holding it in a firm handshake. _

"_Stay safe until we do." _

* * *

Lelouch sighed deeply, but felt a robotic bird land on his shoulder surprised that it managed to catch up to the speed of Rivalz's motorbike. It was a green mechanical bird with red-button like eyes and yellow feathers on its metal wings.

"Hey Lelouch we're here."

Sure enough they were at the place the young man needed to be at as the motorbike pulled into the parking lot for a small casino called the Golden Goose, as its cheesy name suggested it was a small time casino, but it was among the very few on Heliopolis that some including visiting wealthy personages and including the occasional Britannian Noble from the Holy Empire of Britannia made it an ideal spot for Lelouch to find opponents for his chess matches.

Lelouch walked into the establishment with the door man recognizing him as the casino's reigning chess champion with an undefeated winning streak. They made their way pass the rows of slot machines and roulette tables and other gambling games including card tables. The young man had to keep an eye on his friend to make sure he kept up with him otherwise he might lose him to the sight of the dancing girls at the far side of the casino which he knew would delay them.

_For someone concerned with time he likes to waste it watching half-nude dancing girls…if Miriallia saw him…Heh._

Once the two teenagers reached a private room at the far end of the casino a man standing outside nodded to Lelouch before opening the door allowing the two boys to enter. Inside was a small circular room was a large round table with two chairs positioned at the table with one just opposite of the other. In the center of the table was a chess board.

Seated in one chair already was an obese man dressed in a fine white and black suit with a bald head and a gray mustache on his face.

"Well…well so my opponent today is a schoolboy well this is certainly rich I was expecting someone older."

"I see so we have a nobleman from Britannia?"

"Heh I'll teach you some manners."

"We'll see about that."

"What's your name boy?"

"Lelouch…Lelouch Lamperouge."

* * *

Meanwhile in another area of the colony a Marseille III class transport ship was on the verge of completing docking procedures after entering the harbor of the Heliopolis colony. On the bridge of the ship as the vessel completed all docking procedures required the captain of the vessel an aged man with blonde hair and a bread with some graying around his ears removed his hat declaring proudly.

"And there you have it this old ship has just completed her final mission. You served adamantly as an escort Lieutenant La Flaga I am in your debt."

"Sir…"

A man approaching his thirties spoke who had short blonde hair and blue eyes wearing a blue jumpsuit common on those working maintenance on ships and in related fields.

"I am just glad we made it without incident." Mwu La Flaga said with a smile pleased that nothing uneventful happened during their journey to the colony.

"Are there any ZAFT vessels in the vicinity?"

"We spotted two, but it's no cause for alarm they know they can't initiate any hostile act once we are docked." The captain replied confidently.

"Because it's neutral territory...what a joke that is."

The captain laughed at the man's humor before replying. "Well its thanks to them our plans have progressed this far. We're fortunate that Earth has recognized Orb as a nation."

"Excuse us Captain."

One of five young men asked with a salute before the captain returned it excusing them before the five men left the bridge. Once the door closed behind them and they were out of earshot Mwu spoke a slight misgiving he had about them.

"Are you sure it's safe for them to be alone on the ground?"

"I know they are young, but are top guns selected to be G-pilots…they'll be fine. However someone like you on the other hand would stick out like a sore thumb."

After the two men shared a heartily laugh another unexpected visitor arrived on the bridge with news to report to his superior. He was sixteen years old with short brown hair and green eyes wearing a maintenance suit similar to Mwu's outfit.

"Lieutenant La Flaga and Captain I have brought the maintenance report on our mobile armors sir and they report they are at full one hundred present combat readiness should the need arise." Warrant Officer Suzaku Kururugi reported with a salute.

"Well done warrant officer…you can be at ease."

The captain said using a hand gesture to have him drop the salute.

"You need to lighten up kiddo." Mwu said as he approached his fellow wingman throwing his arm over his shoulder.

"I am sorry sir."

* * *

Elsewhere around the same time aboard the two ZAFT vessels lurking outside of Heliopolis's airspace, a pair of ships one was a Laurasia class vessel while the other was a Nazca class destroyer. Aboard the Nazca class named the Vesalius, more specifically inside the pilot's locker room. A group of five young men had finished changing into red elite flight suits reserved for top-notch pilots of the Zodiac Alliance of Freedom Treaty.

Among them was a young sixteen year old boy with medium length dark blue hair and green eyes who had finished changing, but was strangely nervous about the upcoming mission. One of his comrades a slightly older boy with blonde hair and a tan skin complexion approached him followed by his best friend a seventeen year old with silver hair styled in a bob-cut with blue eyes and skin in direct contrast of his friend.

"You look nervous Athrun…so unlike you." Yzak Jule said mockingly.

"Come on an attack on their colony wouldn't have occurred to them in their wildest dreams…you aren't chicken aren't you Athrun." Dearka Elsman said joining his friend in on mocking Athrun Zala.

"OF COURSE NOT!"

A fellow elite pilot snapped, but this young man had short green hair with yellow eyes and he was the youngest of the pilots in the room.

"This is a dangerous mission Dearka! We can't let our guard down just because Heliopolis belongs to a neutral nation!" Nicol Amalfi cautioned.

"Nicol is right you."

A new voice said as a man close to his thirties entered the room dressed in a white and black ZAFT uniform wearing a white mask over the upper half of his face with long blonde hair hung over his shoulders while following behind him was a young woman who was sixteen years of age with short red hair, light blue eyes and wearing a ZAFT elite pilot suit.

"Commander Le Creuset!"

"Just because its neutral territory, do you seriously think they'll let us walk in and take their new weapons without a fight? If you didn't then Dearka I'll have to say you have hit a new low on my stupidity meter."

The redhead said while glaring daggers at her fellow comrade which made the blonde haired pilot nervous.

"Kallen is also correct on that account Dearka it's very likely we'll encounter heavy resistance. But nevertheless this operation is of great significance and for all we know could very well turn the tide of this war."

Rau Le Creuset spoke while the female pilot standing behind him Kallen Kouzuki silently listened.

"The success or failure will mean a great deal so do your upmost to succeed and capture the Alliance's new mobile weapons."

"YES SIR…FOR THE GLORY OF ZAFT!" Athrun and all of the pilots in the room said while saluting.

* * *

Back at the colony as a trio of young female students was arriving at the Golden Goose via automatic car, one of them is a sixteen year old brown haired girl with light blue eyes wearing a sleeveless light pink dress and matching shoes.

"So Nina are you sure this is where Rivalz and Lelouch have gone?"

Miriallia Haw asked a girl who was as old as she was with medium length black hair that hung down the sides of her head pass her shoulders, but was tied into a pair of pigtails that hung down the sides of her head. She also wore a pair of large glasses over her eyes while wearing a large pink blouse with long sleeves, a brown vest over it, a red scarf around her neck, a brown Gatsby on her and finally along with a pair of short brown paints that reached barely pass her knees was a pair of brown boots with yellow socks.

"Yes I believe this is the place." Nina Einstein replied.

"This place looks like cheesy but I am sure Lelouch is winning again like always."

Milly Ashford said as being the oldest girl among the trio by one year wore white T-shirt with a dark brown petted skirt around her waist and matching fashionable shoes with long shoulder-length blonde hair and blue eyes.

"I can't believe those two…Professor Kato wants us to find them, but how can we when they keep skipping school like this."

Miriallia said as she made her way to the door.

"Sorry no students allowed." The door man said trying to stop the trio from entering.

"Oh come on let us in we're looking for these two the guy with black hair and the other boy with brown hair in this picture."

Miriallia said as she pulled out a group photo of them to give the doorman an idea of who they are looking for.

"Well that kid with black hair I have seen in fact he arrived here about a half-hour ago."

"So let us in!" Miriallia demanded.

"I am sorry I can't…"

The doorman said, but before he could continue Milly stepped in and gave the man a one hundred dollar bill.

"I suppose you can look for them just don't try to play with any of the machines."

"Fair enough. Thank you very much." Milly Ashford said with a wink as the trio entered the casino.

Inside the casino at that moment Lelouch was making his way to the front after easily winning his chess match…including the two rematches that followed afterwards providing the young student to make earn quite a large sum of money for his victories. But once more the former prince was delayed with his departure due to Rivalz being entranced by the sight of the half-nude dancing girls.

But as Lelouch tried to snap his friend out of it he saw a familiar trio heading their way.

_Oh this isn't going to end well. _

The thought was more directed at Rivalz since Miriallia was with them.

"Umm…Rivalz…I suggest you for your continued health to look away, now."

Sadly Lelouch's attempts to save his friend from that pain that was coming was no good and seeing some drool come out of his mouth was making the situation even worse for him. But it was too late now as Miriallia saw them especially Rivalz and where his attention was directed causing her face to turn red as she switched to _going to inflict pain on boyfriend _mode.

"I see them."

Nina said while Milly was chuckling at the entranced Rivalz.

"Yes…UNFORTUNATELY!"

Miriallia snapped as she seized Rivalz by the ear while Lelouch watched his friend suffer the girl's wrath. But her pulling ear of doom move did bring Rivalz out of his trance and allowed him to notice the fact that he was now face to face with a very angry Miriallia Haw.

"Oh…uh…hi!"

Rivalz said as the words _oh shit _passed through his mind.

"I can't believe you first you and Lelouch skip school to gamble and NOW THIS!" The girl snapped before shooting a look at his partner in crime pointing her left index finger at him. "And you are responsible for corrupting him."

"Come on I was trying to leave." Lelouch said as he raised his hands in his own defense.

"Alright come on you two we're late as it is and Professor Kato wants to see you now Lelouch!"

"Again what does he want now?" Lelouch groaned in annoyance.

"He has something new he wants you to look at."

"Oh god damn it, I haven't finished the stuff he dumped on me yesterday."

"It's your fault for wasting time gambling!" Miriallia snapped as the two boys were dragged out of the casino.

Almost an hour later at the Morgenroete Research and Development Facility located in the factory district of the resource colony Lelouch was practically being led down the hallway towards Professor Kato's lab. Feeling slightly depressed as the former prince was led into the lab of his college professor where two of his fellow classmates from the Heliopolis Technical College were waiting for him.

"So Lelouch finally arrived."

A young man about Lelouch's age said from behind a computer work station where he was wearing tinted glasses, blonde hair, wearing a red jacket with a black shirt underneath and jeans as well.

"I thought they were never going to find him."

Another student said who was a little shorter as well as younger than his friend possessing black hair wearing a gray sweater with a hood and matching pants.

As Lelouch entered seeing his fellow classmates Sai Argyle and Kuzzey Buskirk he noticed a new face in the lab, a young visitor wearing a heavy brown jacket with a Gatsby hat of her own on top of her head along with brown pants mirroring a near identical fashion to Nina's with some differences. The visitor had blonde hair and brown eyes.

"Hey who is that?"

Rivalz asked Kuzzey as he approached him while he sat at a different work station on the opposite side of room where the entrance was.

"Oh that's Professor's guest…I guess he has to wait here for him."

"So where is the Professor?"

Lelouch asked as he stood in front of Kuzzey's work station.

* * *

Meanwhile aboard the Vesalius, specifically within the mobile suit hanger of the warship Rau was speaking to Kallen while the two were looking over a brand new mobile suit granted to them by the Integrated Design Bureau on behalf of the Defense Committee having been created by one of their top mobile suit designers and engineers.

"Have you gone over the manual?"

Rau asked taking a moment to look over the new crimson machine standing before them.

"Yes sir…this Guren Mk II is really something."

"You may have turned down the offer of a commanding position for your exploits at the Battle of Nova, but the Defense Committee requested that you be the pilot of our newest machine which I believe fits your fighting style perfectly."

"I understand sir and I believe this machine will be useful."

Kallen said as she recalled how her exploits at the Battle of Nova had earned her a few nicknames the most well known among them was Crimson Devil of Nova for the degree of brutality in her attacks against her enemies while earning a second nickname more akin to her fighting style The Mistress of the Swords for her use of the heavy sword of her old machine a ZGMF-1017M GINN High Maneuver Type along with the discarded blades of her fallen comrades to singly handy defeat thirty mobile armors and sink six enemy ships with the use of high-speed hit and run melee attacks using only blade-orientated weapons against her foes during the final battle of Nova which earned her the Order of the Nebula making her the first female in ZAFT to be awarded the medal.

After having turned down an opportunity to lead her own team as a commander in the ZAFT military Rau recruited Kallen to serve as his Executive Officer and field commander of the Le Creuset Team's mobile suits including mentor to the new generation of ZAFT redcoats.

"Soon we'll begin our assault on Heliopolis we'll conduct a mop up of any defenders sent out against us before moving in to take over the harbor while Miguel and Matthew head in to provide heavy support for Athrun and the others."

"Yes sir!"

"I'll be counting on you Kallen."

Rau said before leaving the young woman to take a moment to gaze upon her new machine the ZGMF-002 Guren Mk II with a frame that was vastly different from any other ZAFT machine the redhead was familiar with as it lacked the bulky armor plates and limbs of the GINN, but possessing a more streamlined shape that was more refined than seen on the CGUE with small thrusters and venires ideally dotted about its body ensuring the machine would possess great maneuverability and thrust for high-speed movements and attacks.

The entire frame was blood red with some gold on its back and its face humanoid in appearance with a helm-like design. On its left arm a 28mm vulcan gun was mounted onto the forearm with a gold fork-knife held in its hand, but its right arm was where its primary weapon could be found. The right arm from the elbow down was metallic offsetting the left arm while in place of a hand was a large metallic claw with a red gem-like object in the center of its palm.

The Guren's signature weapon its Radiant Wave Surger, a powerful microwave radiation emitter that was capable of inflicting serious damage to both machines and organics alike by the Guren simply grasping its intended target.

And soon in a short time the Guren Mk-II would enter combat for the first time.

* * *

A/N: with the changes you all have seen so far one must wonder how the story will change, well I got another surprise…Lelouch isn't Zero this time around or at least isn't the one who creates Zero; someone else has taken up the mantle, although a points much later in the story he'll don the mask. Read and review and I'll post the second chapter I had made…thank you in advance.


	2. Chapter 2 Begin Destruction

A/N: thanks for the reviews and here is the completed chapter 2 as promised.

* * *

Chapter 2

Begin Destruction

(Cosmic Era 69, lunar city Copernicus.)

_A group of children had gathered together in the sakura tree garden in the middle of a park that was a short walk away from the Luna Preparatory School. Sakura petals were seemingly floating through the air around them providing a strange setting for what could be their last meeting as friends, but the gathered group were certain they would meet again. _

_A fourteen year old Lelouch vi Britannia wearing a simple black suit with a white collar shirt with the first top two buttons undone. Next to him was his little sister Nunnally seated in newer pink and red wheelchair that was more refined and improved than the old one she had while in Japan. She was dressed in a simple school uniform with a white blouse and a pink skirt with suspenders attached to it._

_Standing before them were their friends, both of whom were thirteen years old. One of them was a boy with medium length dark blue hair and green eyes wearing a school uniform with a green vest and a matching beret with a white collar-long sleeve shirt and dark blue pants. His companion was a girl who possessed long pink hair that hung half-way down her back possessing a fair skin complexion with cerulean eyes dressed in a school uniform similar to Nunnally's except she wore a red bow on the top of her head. _

"_Are you sure…will there be a war?" Nunnally asked worried for her friends who were being summoned back home to the PLANTs due to the looming possibility of a war. _

"_There will be no war Nunnally I am sure the PLANTs and the Earth will see eye to eye. The evacuation doesn't mean a thing so you have nothing to worry about Nunnally." _

"_Ok…" _

"_What about you two? Will you two be alright heading back, because I hear some of the lanes between her and the PLANTs are getting dangerous these days?" Lelouch asked his friend Athrun Zala._

"_Don't worry about us a friend of the Clyne Family will be sneaking us back using a different route…it might take longer, but it will be a safer way of returning to the PLANTs overall."_

"_That's good!" The ash-blonde hair girl commented as Athrun had the small girl a pink crane-robotic pet before handing Lelouch a green robotic bird. _

"_You two will be joining us at the PLANTs soon right Lelouch?"_

* * *

(Present Day)

Lelouch was busy in Professor Kato's lab working with Sai on completing the lab assignments given to them by the professor, but yet the professor himself has yet to show himself. In fact the black haired youth noticed that the professor's guest was beginning to look agitated by Kato's absence.

_What's with him…what kind of business does he have with the professor? I know he isn't a student from the college that's for sure, but._

Lelouch thought while coming up with at least twenty different possible reasons for the boy being here and why he seemed all agitated.

* * *

Unknown to all parties as the ZAFT infiltration team began its entry into the Heliopolis Colony; another secret of the neutral colony was buried deep within the resource asteroid where a group of men, one of them a man in his early thirties with sharp features, narrow eyes and a stern expression on his face wearing a heavy black coat in the company of three others.

"As you can see Colonel Tohdoh the prototype units are complete and combat worthy."

A man in his late fifties spoke wearing a white lab coat while giving the younger man and his entourage a tour of a hidden assembly plant. Four completed brand new mobile suits stood virtually fresh off of the assembly line, but while three of them were identical to one another the forth one while it bore similarities to the other three units this one was designed as a custom unit.

The three light-gray colored units unlike the GINN mobile suits used by ZAFT these new machines had more of a streamlined and agile appearance with more pointed feet, claw-like hands, dual horned shoulders where a hidden compartment to store a beam saber was kept and finally a single yellow eye in the center of the head and a winged backpack for short-range aerial flight.

The last unit was similar, but the entire machine was black with some hints of dull gray on its joints and a red eye and two large red hair-like ornamentation attached to the back of the machine's head and a small shield with a 80 mm vulcan gun attached to it while in its right hand was a large black sword possessing a red spiked hilt.

"The new MBF-X01 Gekka units including the customized model you requested Colonel Tohdoh are Morgenroete's finest creations. They are fully capable enough to not only stand against ZAFT's mobile suits, but they can be handled by a natural very easily."

"They don't look half-bad." Kousetsu Urabe commented giving one of the three machines an look over while eyeing the revolving blade sword, which was the standard weapon of the Gekka units.

"What about the fifth unit requested by our…_employer_?"

"We have completed it just as requested the unit is finished, but it's lacking a power core. But just as you wanted we didn't install a battery core or anything…we left it empty just as you wanted."

"That's fine, but what about armaments?"

"Most of the weapons are functional, but the experimental Hadron Cannons we took from the Britannia Scientist working with our researchers here on the Alliance's G-project. We also took the designs for the Float System unit backpack he was working on around the same time with another personal project of his. Although we were more successful in integrating and perfecting the Float System, but the Hadron Cannons are still incomplete."

"It's not too concerning…there was no plans to send it into combat at this stage anyway."

"However the improved Mirage Colloid system we adapted was successful…with an adequate power supply the system can maintain its cloak for a full three hours. Depending on the high quality of the power source it could be possible with an ideal battery installed it could possibly exceed that limitation. Furthermore we installed the special thruster into the backpack as requested to enable it to fly a high speeds while masking its thruster trail to prevent heat sensors and visual lookouts from seeing it."

"Our _employer_ will be pleased."

"Everything including the unit is being moved to the Tsukyomi." Doctor Kato replied before he added. "The ship will be ready to depart soon."

"We should leave immediately especially with those ZAFT vessels so close to Heliopolis we better depart as soon as possible."

* * *

Three hours later back at Morgenroete Research Facility Lelouch was working with Sai at a computer station while Rivalz hopped inside of a large exo-frame to assist the two with the research work needed to be done serving as a convenient Ginny-pig. Yet unknown to them danger was present in the air as the ZAFT infiltration team had succeeded in one of its tasks planting bombs on the new warship that had been constructed alongside the new G-weapons.

As the team began moving towards their next objective, Rau on the bridge of his ship observed the time, realizing it was time for them to begin the raid, the masked captain signaled Captain Fredrick Ades with a simple hand gesture to begin the operation.

"It's time!"

"Weigh anchor…Vesalius moving out."

It wasn't long before both the Gamow and the Vesalius began advancing upon the neutral space colony while a call for their mobile suits to get ready to launch was sent. Not long after entering their space the workers at the Heliopolis Space Port began to panic when sensors detected the two ships approaching the colony with no word or warning sent.

"Heliopolis here, approaching ZAFT vessels, ZAFT vessels please respond!"

"SHUT OFF THAT ALARM!"

The chief harbor controller shouted as the looming attack about to befall the colony was growing closer to them, but still he knew he had to contact the ZAFT ships and get them to back off. The chief was heading over to one of the computer terminals being operated by a communication technician.

"Calm down!"

The chief control shouted before taking a headset from a communication officer to send out a warning to the ZAFT vessels.

"Issuing a warning to the approaching ZAFT vessels; the actions you are taking are in violation of the treaty between our nations cease your advance at once! ZAFT vessels cease your advance AT ONCE!"

"We are detecting powerful electromagnetic interference emitting from the ZAFT ships, sir this is clearly a hostile act!"

The harbor control couldn't say anything more at that point as the full reality of an actual ZAFT invasion of the colony which was suppose to be neutral was now a reality with the man's face frozen in fear.

* * *

Back aboard the Vesalius the Guren MK II was ready for launch with Kallen dressed in her red flight suit was ready to lead the charge. Finally the order came down as Captain Ades opened a channel to her machine.

"Commander Kouzuki you have permission to launch…commence with the operation as planned."

"Roger that, Kallen Kouzuki, Guren MK II launching!"

The brand new red machine was launched from the bowels of the Nazca class ship as it flew straight towards the colony with a combined total of three ZAFT GINNs launching soon after from both the Nazca class ship and its Laurasia class companion ship.

* * *

Aboard their own ship Mu La Flaga was aware of the situation as they were tracking the ZAFT ships as well including detecting the launch of their mobile suits. In fact when he had first heard the news of the two ships beginning to advance towards the colony the pilot wasted no time in changing into his own flight suit.

By the time he had entered to the bridge the situation had progressed further than he had thought.

"How many?"

"Two ships…Nazca and Laurasia class, but we have also confirmed the launch of mobile suits, three of them are GINNs…however there is a fourth unit…an unknown."

"Shit a new model! Just great this means ZAFT has found out that Heliopolis is developing new mobile weapons for the Alliance."

Mu commented while the captain seemed vexed from the situation and the very idea ZAFT has discovered their plans.

"Have Dale, Luke and Suzaku board their units, but don't deployment yet!"

* * *

At the hidden dry dock the newly constructed LCAM-01XA Archangel sat ready to launch at almost any time once proper adjustments and start-up procedures for the ship were conducted prior to launch. Inside the control booth overlooking the dry dock as well as the completed Archangel was the Earth Alliance Captain assigned to be the commanding officer of the vessel.

"Captain Kewell!"

"Stay calm all of you, if we overreact then we'll be playing right into their hands. Let Heliopolis deal with them."

Captain Kewell Soresi cautioned right before a call came in with the young Britannian Captain picking it up from the control console in front of him. It was the captain of the Marseille III with a quick status report on the situation.

"Yes I understand we are ready to launch at any time if we have to!"

"Get Lieutenant Ramius for me…tell her to begin loading the G-weapons on the double!"

Kewell ordered turning to a pair of young soldiers.

"Instruct all free hands to begin loading equipment and supplies aboard the Archangel."

* * *

Not too long after the two young officers Ensign Natarle Badgiruel and fellow crewman Arnold Neumann left the control booth to relay the captain's orders, but as the new pilots entered the room following the duo's departure the bombs set around the dry dock detonated setting off a chain of explosions within the dry dock powerful enough to shake the colony.

The explosions were felt clear inside the research lab where Lelouch and the others were at.

"What the hell was that?" Lelouch said grabbing the desk he was seated in for support.

"A meteoroid?" Sai thought while the blonde haired guest had a suspicion of what that shockwave was.

From there everything quickly began working in ZAFT's immediate favor as their mobile suits were quickly overwhelming the inferior MAW-01 Mistral mobile pods. Despite being more Mistrals than mobile suits the mobile pods were too hopelessly out classed and outgunned to put up a fight. Knowing they would be screwed if nothing was done Mu climbed into the cockpit of his mobile armor the TS-MA2mod.00 Moebius Zero.

"Lieutenant La Flaga, no matter what happens...the G-weapons must not fall into ZAFT's hands."

"I know…launch the ship…I am heading out, tell Gale, Luke and Suzaku to launch too."

As the Marseille III departed from the harbor to aid the Heliopolis defenders outside the colony two TS-MA2mod.00 Moebius Zero mobile armors accompanied by a pair of TS-MA2 Moebius mobile armors joining the battle while at that moment just as Mu had feared two GINNs entered the main harbor blasting and destroying the control booths and defense platforms as they made their way into the colony.

Back inside the colony Lelouch, Sai, Kuzzey, Miriallia and Rivalz including Milly and Nina were attempting to leave the building as the constant shaking of the structure and the sound of nearby explosions prompted the young students to flee the facility and seek shelter as soon as possible. When the elevators failed to work followed by power in the entire building going out the group with Sai taking point opened the door to the emergency stairwell.

Inside the youngsters observed a large number of Morgenroete workers and researchers were using the stairwell to escape the building as well.

"What is going on?" Sai asked.

"I don't know!"

A worker said before another man following right behind him provided the answer.

"We're under attack by ZAFT; some of their mobile suits have infiltrated the colony. You better hurry and get the hell out of here!"

Upon hearing those words Professor Kato's guest turned and began running down the hallway, but the guest's departure didn't go unnoticed as Lelouch tried to stop him. When he failed to do so the young man began chasing after the youngster.

"Lelouch!" Rivalz called out.

"I'll be right behind you. You two just go on ahead I'll be fine!"

As the fighting continued, the two GINNs that had entered the colony were now engaging the defense forces station to protect three of the five G-weapons that were on the highway in the middle of transporting them to the Archangel while the remaining two were still inside the factory where both machines were prior to the attack undergoing a chassis inspection. Two of the GINNs were wiping out the trucks surrounding the trailers containing the machines drawing the defenders' attention allowing the ZAFT infiltration team to attack to proceed with the capture of the prototype weapons.

Half of them assaulted the survivors from the GINNs' initial attacks while the rest of the infiltration team led by Athrun and Rusty were heading for the factory to capture the remaining two machines leaving Yzak, Nicol and Dearka to capture the three out on the highway.

Inside the hallway of the research center heading towards the factory district at that moment was Lelouch chasing after the Professor's guest. Somewhere in the crumbling hallway the young man managed to catch up to the wayward teenage taking hold of the guest's shoulder.

"Hold on, just what the hell are you doing running off by yourself?"

"LET GO OF ME!"

"No you're insane we need to get out of this building."

"Hook back up with the others…there is something I need to confirm on my own!"

"Hey aren't you listening to me this whole place could come down at…" Lelouch began as he was slowly losing his patience, but he stopped suddenly when the hallway behind him caved in sending a gust of wind straight at them which was strong enough to pull the hat the off of the young man revealing him to actually be a she.

"You're a girl?"

"Yeah so what the hell did you think I was LET'S HEAR IT?"

"You're a slightly under grown boy? Certainly you seem like one."

Lelouch answered with a frankly matter of fact tone, but this enraged the girl throwing her into a rage as she tried to slap him across the face. However Lelouch dodged the first slap followed by a second and then a punch. The young man easily dodged all of them much to the young girl's surprise. Then after a fifth strike came at him Lelouch stopped it with his hand before he said with an irritating tone in his voice.

"If you had enough of pulling a temper tantrum about your lack of attributes, do I need to remind you that this colony is UNDER ATTACK?"

Lelouch quickly holding onto her hand proceeded to drag the young woman down the hall heading oddly enough in the direction where she had been going since the way behind them had collapsed leaving the duo with no choice, but to proceed down the hall ahead of them.

"I didn't think we would get involved."

"Don't worry, we'll make it…I think there was another way out, but we'll have to cut through the factory district."

* * *

Outside the colony Suzaku and Mwu were double teaming one of the attacking GINN mobile suits with the Moebius Zero using its gun-barrels to attack from different directions throwing the ZAFT pilot onto the defensive while Suzaku flanked the GINN attacking it from below landing a few shots on its leg and one near the waist.

One shot destroyed the bazooka the GINN was armed with leaving it with only its heavy sword.

But the damage inflicted by Suzaku and Mu's combined attack severely damaged the enemy ZAFT machine forcing it to withdraw from the battle. With one of the enemies out of commission the two mobile armor pilots moved onto taking out the other GINNs, but the situation as it had quickly moved to their favor was beginning to go badly for them as one of the enemy GINNs cleaved Dale's mobile armor in two with its heavy sword.

"Damn it can't we do anything about this difference in battle strength?" Mu shouted as he and Suzaku were just about all that was left as everyone else had been killed.

That included the captain and the crew of the Marseille III class transport ship as Kallen vicious attacked the vessel crushing the bridge of the claw arm of her Guren Mk II and using its radiant heat-surger to deliver the final blow. As surge of intense heat tore through the ship causing a devastating chain of internal explosions while the red mobile suit backed away to avoid the explosion as the ship was reduced to floating wreckage.

Only Mu and Suzaku were left to deal with Kallen as she moved to engage them.

* * *

Meanwhile outside on the highway near the factory district three large trailers were being moved across the highway towards the shipyard where the Archangel sat, but unknown to the unsuspecting Earth Alliance soldiers, more specifically Britannia soldiers, the ZAFT infiltration team spotted them and were waiting for the GINNs that had infiltrated the colony to launch their attack so during the confusion of their attack they would steal the mobile suits they were transporting.

Using a small transmitter the group brought they used it to signal their comrades the GINNs after ensuring that the infiltration teams had managed to capture the mobile suits the GAT-X102 Duel Gundam, GAT-X103 Buster Gundam and the GAT-X207 Blitz Gundam now in Yzak, Dearka and Nicol's hands.

"Very impressive, Naturals are pathetic…but I'll give them some credit for not doing too much of a bad job." Yzak replied commenting about the Duel Gundam he had captured, although the OS had a lot to be desired the weapons and the armaments of the Duel were impressive. Once their engineers finished their work on them he looked forward to taking the machine he had now into a battle to see just how much he could put it to use.

Yet it did affirm the fact that they were fight to capture these units, because had they succeeded in making them work for Natural pilots then these prototypes could have been cause of problems for the ZAFT.

"Hey Dearka how's yours?"

"It's moving, but this shitty OS is a joke. They seemed to have managed to get everything else right but that." Dearka replied as Nicol in his captured unit the Blitz Gundam stood up. "Where are Athrun and Rusty…those two are taking their time."

"Should we back them up with these?" Nicol suggested.

"I don't think we have to worry, but let's stick to the plan…let's get these back to Commander Le Creuset before they get damaged."

"Roger that…" Dearka replied before Miguel appeared on a small overhead screaming speaking to the trio.

"You guys head back I'll go to the factory and back up Athrun and Rusty."

"Alright…we'll see you guys soon." Yzak said before the three stolen Gundams along with Miguel's wing mate took off to leave the colony and return to the ship.

* * *

Inside the factory district at the moment a pair of scientists had taken refuge by retreating to an underground lab below the assembly plant which was under heavy attack by the ZAFT infiltration team which was about to have a mobile suit join them and ensure no reinforcements would be able to assist the defenders of the last two prototype machines.

Once they escaped into the lab below they locked down the elevator before one of them a young woman of twenty four years old with short blue hair wearing a Morgenroete worker uniform tried to get one of the computer monitors working to observe what was happening outside. Her superior was dressed in a white lab coat wearing glasses with white hair and blue eyes, but while his subordinate was trying to find out the exact situation outside her boss went to grab an assault rifle from an emergency weapon's closet used for the guards normally.

"No one will take my Lancelot…they'll have to pry it from my cold dead fingers."

"I think they are just after the five G-weapons, because if I think they either don't know about the Lancelot or because of its incomplete state they have no intention of capturing it." Cecile Croomy spoke calmly while she was worried by the fact that her superior Lloyd Asplund was armed like an assault rifle and the look on his face even suggested he was likely to gun down the first person to enter the room regardless if said person is friend or foe.

Yet it was true the Lancelot was incomplete, the machine itself hadn't been assembled yet although some of its parts and main components had been made. The Lancelot just needed some additional parts before proper assembly could be done.

* * *

As the chaos above them got worse with Murrue Ramius the Lieutenant meant to supervise the transport of the G-weapons to the Archangel was now making what she realized would be her last stand as she stood near the GAT-X105 Strike firing her assault rifle at advancing ZAFT soldiers trying to keep them from reaching the prototype she was ready to lay down her life to protect.

Despite the best efforts of her men and herself the ZAFT soldiers were gradually picking them off one by one through use of precision shots and grenades. Athrun and Rusty were close to capturing the Gundams, but around the same time Lelouch and the blonde haired woman he was traveling with had exited the coordinator on a platform overlooking the factory district which had become a war zone.

Lelouch saw the brand new mobile suits and instantly realized the purpose of the ZAFT attack.

"Are those machines why ZAFT is attacking?"

"I knew it!" The woman said dropping to her knees in disappoint and anger at the realization. "It's the Earth Alliance new prototype mobile weapons…FATHER I KNOW YOU HAVE BETRAYED US ALL." The woman shouted as below Murrue noticed them turning her rifle on them. Thankfully Lelouch saw it and managed to pull the girl away just in time to avoid being shot at.

"Those were children…"

Murrue realized she had almost gunned down a pair of teenagers who had somehow wandered into the Factory District, but the woman didn't have much time to think about it as the battle around her redirected her attention. But she had even more reason than before now to stop ZAFT in their tracks as she managed to gun down a ZAFT soldier attempting to jump her from behind.

"Come on crying about it won't help!" Lelouch said pulling the woman away trying to hurry to the shelters. Once the girl was taken care of then Lelouch had to see to Nunnally his little sister since while he wanted to be sure she made it to a shelter, but he had to make sure first given her disability. Yet the facts were clear now…taking into account what the girl just say Lelouch knew these weapons weren't being made for Orb, but rather for the Earth Alliance which explained a lot. ZAFT likely caught wind of what was going on and invaded the colony to capture the machines so ZAFT wouldn't lose their advantage against the Alliance.

Despite all that had happened to them so far some good luck came for the two young teens as they arrived at a shelter, two of the three lifts to the shelters were full and locked down while the last one seemed able to take more occupants.

"Look some good luck we found a shelter that people have escaped into." Lelouch said trying to sound optimistic for the young girl before pushing a button a communication pad to speak to the one in charge of the shelter inside.

"Is someone still out there?"

"Yes me and my friend."

"Two of you?"

"Yes…" Lelouch answered as there was a long silence before the man on the other end answered.

"We're already at full capacity can you two make it to the other side? The East Block?" The man asked as Lelouch looked in the direction and it was from where they came.

"Please at least take my friend she is a girl."

The man on the other end was silent again before he answered sounding apologetic.

"Alright, sorry about that." The man replied as the doors opened.

"Get in…" Lelouch ordered as he tried to push the young woman into the elevator, but she tried to struggle against him.

"Wait what about you?"

"Don't worry about me…just GO!" Lelouch snapped as he forced the woman into the elevator sending her down into the shelter despite her protests. Now alone Lelouch needed to find a way to escape, but he needed to hook up with his sister or at least confirm if she made it to a shelter safety. Yet before him was literally a battlefield…Lelouch knew one wrong move could mean his death.

'_My day just keeps getting better and better…' _Lelouch mused as he cautiously considered his options. With mobile suits about trying to cut through the research facility would be a potentially deadly mistake and it was possible some hallways and passageways could be blocked forcing Lelouch to wander around for what could take over an hour to find a clear way through to the other side. Going around the whole facility would be just as dangerous since he could be killed in the crossfire.

Then there was choice three which was to go over the platform and catwalk which went right over the firefight that was likely still going on, but it offered the quickest route towards his home where Nunnally would have been when this all started…if she is not at home then it was likely she was able to make it a shelter especially if their maid Sayoko was there.

Carefully weighing his options Lelouch chose choice number three as the young man hurried back intending to just run like mad through the area and escape if he could help it. Of course that was wishful thinking on his part, but Lelouch had very little choice as the sound of the battle was getting worse. He couldn't linger so the young man hurried along. Back at the scene the ZAFT infiltration team had secured the GAT-X303 Aegis Gundam waiting for its pilot to seize the unit while the Strike Gundam was now the only one left and Murrue along with a few men were all that were left.

Lelouch was crossing the catwalk that overlooked the entire area, but as he passed above the Strike Gundam as it laid directly below him on its trailer he noticed a ZAFT soldier taking up position behind Murrue about to shoot her from behind. A part of him wanted him to ignore it, but another part of him urged him to warn the woman.

"LOOK OUT BEHIND YOU?"

Murrue turned around and saw the ZAFT soldier aiming at her which was just in time for her to dodge the bullet that would have brought her life to an end. The brown haired woman swiftly shot the ZAFT soldier in the head before calling out to the young man who had saved her life.

"Come down here…now."

"Thanks, but I am heading to the East Block." Lelouch replied.

"But there is nothing beyond that way." Murrue pointed out as Lelouch was surprised as a large explosion knocked him off his feet had his path before him had been cut off. Although had he kept going then he could have been killed, so it seemed saving Murrue's life brought good karma to the young man. Although his situation hadn't improved as the catwalk he was on had been badly weakened by the explosion…if another explosion hit Lelouch could be thrown off.

Without further choice Lelouch jumped down the mobile suit below…it wasn't an easy landing, but nevertheless Lelouch made it.

As the young man recovered Murrue made her way to him, but at that moment Rusty was killed prompting Athrun to avenge his death by gunning down the last of the defenders around the Strike minus Murrue. However his burst of vengeful rage caused him to empty the last bullets of his rifle from his gun prompting Athrun to cast the weapon aside to draw the only weapon left a combat knife.

Murrue pointed at the ZAFT soldier, but found that she was out of ammo as well.

Seizing the opportunity the young ZAFT pilot hurried to the woman to finish her, but hesitated at the sight of a familiar person next to her. Although he was older when he had last saw him, but his face and hair were the same…Lelouch likewise recognized him.

"Athrun…?"

"Lelouch?"

Another explosion shook the area as the two old friends had been unexpectedly reunited in the most unusual and potentially dangerous of circumstances. But before any dialog could happen between them Murrue drew out a pistol and fired off a shot that missed Athrun, however it was enough to drive the young man away as he fled to the Aegis as the entire factory around them seemed ready to come down around them.

Shoving Lelouch into the open cockpit of the Strike, Murrue joined the young man as she began activating the Gundam for the first time as the machine slowly began to rise breaking its transportation restraints.

* * *

A/N: well that is chapter two and now Lelouch has gone from the frying pan and into the oven, and here we meet Cagalli while Suzaku and Mwu have their hands full with Kallen. The Battle for Heliopolis continues next chapter, but I need to decide something…Lacus and Lelouch are the official pairing for this story. However it's going to happen later on, but I must decide who takes the role of Fllay…Fllay herself or Shirley.

Please review and tell me what you think…thanks in advance.


	3. Chapter 3 The Third Party

A/N: sorry this took so long, but I was trying to fine tune it as best as I could. I had some trouble with the parts of the story near the end but I think I got it.

Thanks for the reviews for the last chapter guys and I hope the story will get better as it picks up.

After some consideration Flay will make an appearance and she'll assume her usual role as she did in SEED, but things will be different considering this is Lelouch we're dealing with. C.C. will be making an appearance soon I promise. As for Shirley if anything I might involve her as Flay's cousin or it might be safer for her to stay out of the story but we'll see. Nunnally will appear next chapter and yes in a story sense Lelouch is replacing Kira, but Kira will still be mentioned in the story at a later point so he hasn't been removed completely.

Anyway on with the chapter…

* * *

Chapter 3

The Third Party

Hidden away safely in a secret wing of the Heliopolis asteroid upon which the Orb Colony was attached to was a dry dock maintained by both the government of Heliopolis and the Morgenroete Corporation was a recently completed battleship. It was identical to the Archangel-class assault ship that had been built for the Earth Alliance, but while it was based upon Orb's Izumo-class battleship design that had yet to be built it was also an improved model over the LCAM-01XA Archangel with some additions and improvements to the design. The Tsukyomi was ready for launch as it had been fully prepared and stockpiled with adequate supplies for a long journey; unlike the Archangel, which was primarily white, the Tsukyomi was black suiting its stealth-capabilities. It had some dark blue and gold lining on it making it even more different than the Archangel was, but on the bridge of the ship Tohdoh was observing the situation happening outside Heliopolis as the battle was already going badly for the Orb Union and unsurprisingly the Earth Alliance mobile armors that had launched in an effort to stop ZAFT.

Their efforts were in vain as three of the five new machines were spotted leaving the colony and heading for the two ZAFT ships a safe distance away.

"The situation has gotten worse Tohdoh-sama, but are we still going to do nothing?" Nagisa Chiba commented while watching the video feed with her superior.

"I understand how you feel Chiba, but we cannot allow our presence here to be exposed. It would present a much greater dangerous for the civilians on this colony. Not to mention the political ramifications Orb would endure if anyone knew they were supporting our group." Tohdoh replied while he could care less about the ZAFT strike team wiping out the Earth Alliance, but rather he was concerned for the Orb Union civilians who were living on the neutral colony were now being caught in the crossfire due to the incompetence of the Earth Alliance and their Orb allies for not protecting the secret of their works on this colony better.

"But I assume **HE** realizes that we'll be late to the rendezvous?"

"I have no doubt he has realized what is going on and why we haven't been able to leave the colony yet, but all we can do now is wait."

* * *

A safe distance away from the Heliopolis colony hiding behind a small asteroid and some debris was a civilian use transport ship similar to the Marseille III class ship used by the Earth Alliance and civilians such as members of the Junk Guild. Sitting on the bridge of the ship were a few crew members wearing black uniforms lined with silver. They consisted of a mix of Japanese, but there were some European and different ethic groups aboard the ship serving as the vessel's crew. One of them was a Japanese woman, twenty-four years of age, but unlike the other crew members she was dressed in a black combat suit that fit her form and was designed for the young woman's shinobi's skills with kunai holsters on her thighs and a supply belt around her waist while on her head was a white maid's hat. She had short brown hair and brown eyes with a kind and gentle complexion.

"It seems we know why Tohdoh-sama and the others are late. I guess ZAFT knows about the new mobile weapons that some members of the Orb Union's leadership have been producing for the Earth Alliance." Sayoko Shinozaki said while standing next to the command chair addressing her superior.

"I see," Sayoko's superior replied while he seemed in deep thought.

Now this man was dressed very different from both the maid and the crew. In fact his attire made him stand out the most, which consisted of a tight dark purple suit with golden stripes and long, wrapped sleeves. The outfit combined Victorian fashion with that of a sleek bodysuit, elegant but practical; worn over it was a black and gold cloak with crimson spandex inside and an enormous black cape encircling the head. Its most immediately recognizable feature is a spiky black and indigo mask with a long variation of a gold phoenix emblem stretched over its bottom, completely hiding the wearer's face.

"Zero-sama, it seems the battle outside the colony is dying down." A crew member at the bridge controls reported.

"There is nothing we can do except remain on standby and wait for Tohdoh and the others to come to us," Zero replied with an electronically altered male voice while modified to sound deep and giving it an echo.

It would likely be a long wait, but the transport ship they had wasn't built for combat. The vessel was carrying additional supplies and weapons they were going to load onto the Tsukyomi and then scuttle the transport ship, but not before using it as a weapon to destroy the Archangel and its prototype mobile weapons onboard. That was the original plan at least, but now with ZAFT attacking the colony to seize them their plans had been alerted considerably.

_All we can do is wait, _Zero thought as he silently started out into space looking at Heliopolis in the distance while the flares of battle could be seen.

* * *

Meanwhile inside the colony itself, the civilians were in a panic as Level 8 evacuation orders had been given throughout the colony, but around the factory district where the battle was happening was complete chaos as civilians were trying to seek shelter while at the same time trying to escape the battle happening. Among those trying to escape the battle were Rivalz, Milly, Nina, Miriallia, Kuzzey and Sai, the group were trying to find a shelter to escape too but so far they have either been filled to capacity or were inaccessible.

Their situation got worse when two mobile suits, the Aegis and the Strike emerged from the exploding mobile suit factory before landing yards apart from one another. The Aegis landed near the single GINN attacking the remaining military forces left in the area while also destroying anything left over that might have been related to the machines they have stolen. Meanwhile inside the cockpit of the Strike Gundam, Lelouch was mentally cursing his luck as he probably should have left the blonde woman and gone into that shelter himself, but then that would mean leaving Nunnally behind and until he could make sure she was safe then he was stuck in his current predicament.

Even if I somehow survive this, I won't be able to get away easy because I have seen something I shouldn't have seen.

Even through his chances of surviving the situation before him seemed low at the moment, but a more troublesome problem was that even if he did survive Lelouch would be in the custody of the military and if his true identity as a missing prince of Britannia is discovered then the situation would be even worse for him and Nunnally. Of course his identity could be safe since official records listed him as a Natural and not a Coordinator due to the unusual event that happened during his early teen years when he turned eleven years old, some months after the invasion of Japan. He remembered he was sick and bedridden for a month before finally recovering, but then he hasn't been the same since…a DNA test and a doctor's examination revealed that Lelouch now had the genetics and biology of a coordinator.

To this day Lelouch didn't understand why his genetics were _rigged _in such a way to genetically appear as a Natural until he was older and then suddenly undergo a change. That was another of the questions Lelouch had wondered about.

Lelouch's train of thought was broken as the Strike landed, but as it was both taking shaky steps as Murrue was struggling to maintain the machine's balance as it was walking about haphazardly.

My chances of surviving this have just dropped.

A grim situation that was made even clearer as the enemy GINN fired three shots at the feet of the enemy mobile suit causing its already fragile balance to crumble as the machine fell to the ground. Miguel inside his GINN put away his machine's rifle before drawing its heavy sword.

"Alright I'll capture this one, but you have to get out of here."

Having been informed of Rusty's demise and the boarding of the last unit by an Earth Alliance officer by Athrun, whom couldn't accept that he saw Lelouch right there of all places. One couldn't blame him for not being able to accept that he met his friend again after a few years in probably the most unlikely of places imaginable.

Shaking the thought from his mind Athrun brought out the keyboard from the side and began rebuilding and configuring the operating system of the mobile suit he was in. He couldn't take the Aegis out of the colony until he had reconfigured the OS for proper mobile suit operation and handling and he made sure to disable the self-destruct. The GINN rushed the Strike Gundam forcing the pilot to take the machine into the air to dodge it, but the sudden movement and rough landing caused Lelouch to lose his grip and fell forward landing on Murrue's lap which provoked a quick reaction from the woman.

"Get out of my way you want to die?"

"Sorry." Lelouch said as he didn't waste time removing himself from the woman, but as he did they both saw the GINN charging right at them once more. This time they didn't have time to evade so as the GINN leapt up to deliver a blow that could have been fatal the female office quickly engaged the Gundam's Phase Shift armor before using its forearms to block the blade. After the GINN's heavy sword failed to cut through the activated Phase Shift armor the pilot took his machine and backed away.

"Damn it," Miguel cursed. "What is going on here? What is with that armor?"

After a quick review of the machine's specifications Athrun provided his fellow ZAFT pilot with answer.

"They are all equipped with a system called Phase Shift Armor, once activated it renders the GINN sword useless."

Athrun activated the Aegis Gundam's own Phase Shift armor as the machine took on a primary red color just as missiles fired from a surviving military truck were flying at the red machine. But having finished reconfiguring the Gundam's OS the Aegis shot down the missiles using its CWIS before shooting the military truck as it tried to flee the scene following it attack which was ultimately in vain.

"You have to get out of here; you can't stick around this place forever."

Athrun hesitated for a moment, but he ultimately left the area in the Aegis as the red machine began leaving the colony.

Once it was gone the GINN resumed its attack charging at the white Gundam once more, but Murrue fought back trying to hit the machine with its CWIS. Unfortunately all of its shots missed, but the problem wasn't due to the pilot as Lelouch realized observing the whole thing.

No it's not her aim, but the calibrations are probably off.

"It doesn't matter how good your armor is," Miguel said arrogantly as he swung down on the enemy machine before him, but the Strike evaded his attack. Retreating into the air before slamming down from the air upon his enemy the GINN landed a blow knocking the Gundam back. "It you can barely move," Miguel roared as he landed a second blow on the right shoulder sending the Gundam stumbling back into a building. As Lelouch was recovering something on one of the side monitors caught his attention causing all of his mental processes to freeze for a moment.

A terrified Miriallia being led away by Sai while Rivalz, Nina, Milly and Kuzzey fled while the GINN was beginning to move in on them for the finishing blow as Miguel declared, "Trying to pilot that suit you are way in over your head natural."

The Strike Gundam tried to back away, but unknown to Murrue the Gundam was now standing in front of Lelouch's friends. The former prince realized to his horror if the GINN's next blow landed the white machine would fall crushing Milly and the others. But this went on any further Lelouch realized he wouldn't survive this battle. A choice had to be made and at that moment his whole life flashed before his eyes as he recalled the death of his mother, his sister being crippled and their father the Britannian Emperor casting them out followed by the fall of Japan.

_I can't die…I refuse to die._

The image of his sister, now fourteen sitting in her wheelchair came to mind.

_I am going to live._

Reaching towards the control panel just as the GINN was thrusting its heavy sword forward, Lelouch pushed a button which caused the machine to drop down on one knee as the heavy sword slid across its right shoulder passing the head. The black haired young man quickly took hold of the left throttle control and pushed it forward as the Strike Gundam moved forward ramming its right shoulder into the stomach of the GINN knocking it off its feet.

I need to work fast before he gets up.

"How did you do that?"

"There are still people around here, if you are going to operate something like this then you have to make better use of," Lelouch replied as he brought up the Gundam's operating system to begin a quick examination. But his examination of the OS caused Lelouch to become instantly angered at what he saw to be a half-assed development job of an advance military weapon. "You have got to be kidding me, this is just ridiculous. You manage to develop advance armor and weapons for these things but you just couldn't create a proper operating system for a complex machine like this?"

"It hasn't reached the completion stage yet, it can't be helped," Murrue said her voice sounding a little shaky.

"Really, so who did you have working on this, preschool dropouts? I know students getting D minus who could at least create an operating system better than this," Lelouch said bitterly as he just couldn't fathom how they accepted such a pathetic excuse for an operating system for use in an experimental military weapon.

No wonder the Earth Alliance has been stuck in a stalemate with the PLANTs.

Lelouch thought as he was beginning to see why the Earth Alliance with its so called superior numbers wasn't winning the war. Granted the N-Jammers were a game changer along with Mobile Suits, but still from what Lelouch was seeing in the efforts being put into the development of the Gundam he was in now Lelouch was wondering if the fact that the Earth Alliance had idiots developing their weapons was a possible factor for their poor performance in the war.

"Move aside, hurry," Lelouch said as he saw the GINN getting back up.

Without a word of argument Murrue moved aside allowing Lelouch to assume the pilot's seat before the young man drew out the keyboard to begin quickly reconfiguring the Gundam's operating system to make it more combat worthy. Lelouch barely had time to quickly reconfigure the operating system, but with that time limit in mind the young man did manage to get in some proper adjustments such as properly calibrating the CWIS so when the GINN began charging at them Lelouch opened fire and this time all of his shots were hitting their mark. The bullets failed to deliver any damage, but they forced the GINN and its pilot to think twice before backing off briefly.

Miguel was shocked at the seemingly sudden changes in his foe, but his shock continued as this time after attempting to land another sword strike the Gundam ducked before delivering a right hook to the face that sent the GINN falling backwards until it slammed into a building. With the GINN down Lelouch went back to work rebuilding and configuring the Gundam's operating system. Murrue watched in amazement as Lelouch was practically rebuilding and programming the Gundam's operating system from the ground up and he was doing it all in the span of a few minutes.

This kid, could he be?

Murrue thought while the GINN was struggling to get back up while an angered Miguel asked himself.

"What is with this guy? Now he is moving better."

Deciding using his sword was no longer an advisable option the GINN switched the sword for its rifle. Miguel opened fire on the white machine just as Lelouch finished configuring the Strike Gundam's operating system making it combat worthy. Now there was an issue of what weapons the machine had besides the CWIS that the Gundam could use to deal with the enemy mobile suit. Lelouch took the machine into the air to evade Miguel's attempts to shoot him down, although two shots landed the Phase Shift armored weathered the impacts.

"Let's see here," Lelouch muttered brining up the armaments menu and checking offensive options. "WHAT… Armor Schneider, that's IT?"

Lelouch was hoping for something with a little more knock down power as the Strike Gundam drew its pair of Armor Schneider combat knives from its compartments on its hip armor. But as Lelouch was evading the GINN's shots the former prince began to realize something as a fact he had easily overlooked given the tense situation he was in had dawned on him at that moment.

_That GINN mobile suit, its shots are missing me. Its pilot must be an experienced combat pilot, so I doubt it's his marksman skills._

The young man recalled Murrue's earlier attempts to shoot down the GINN and then comparing it with his more successful hits after the adjustments he made to the OS. Lelouch had knowledge of mobile suits and their operation, but he had never used one before especially in combat. As Lelouch gave the matter further thought a smile appeared on his face.

_I see, if the PLANTs followed the Britannians in the development of their mobile suits as Britannia did in the development of their Knightmare Frames then this GINN must be the Glasgow for the PLANTs._

Lelouch's smile widened slightly as he realized an importance difference between the Strike Gundam and the GINN which was Lelouch's biggest advantage despite his foe being a more experienced combat pilot, because it was their machines was where the difference lay. For example the Glasgow the first combat ready Knightmare Frame easily overwhelmed and out performance against ground weapons such as tanks and military vehicles, although they were later rendered opposite against mobile suits especially since Knightmare Frames were incapable of operation in space due to the inability to equip it with proper thrusters for movement in a zero-gravity environment and not to mention energy consummation even if a proper system was devised would be a major problem.

However at the time of its development no one had even remotely considered the possibility of Knightmare Frame to Knightmare Frame combat given that the Glasgow was the first of its kind to be fielded in battle, although since then developments were being made to consider the possibilities of Knightmare Frame vs. Knightmare Frame until the introduction of mobile suits ended Knightmare Frame development. Yet now thinking about it one could say that the GINN was ZAFT's version of the Glasgow and was developed to dominate everything before it, but not against another mobile suit.

Granted some mercenary groups had access to GINNs and fought against ZAFT mobile suits and even now newer machines developed with consideration for anti-mobile suit combat were being produced. But the GINN was designed without that consideration in mind and that fact was made clearer by the difference in performance between the Strike Gundam and the GINN at this moment, especially thanks to the adjustments Lelouch made to the operating system and his own coordinator enhanced reflexes, eye and hand coordination further tipped the balance in his favor.

_I have the performance to outmaneuver him, so I can win._

The two machines landed on the ground as the Strike Gundam was rushing across the ground dodging gunfire as the white machine was quickly advancing on the GINN before using one hand wielding a knife to shove he rifle out of the way before plunging the other into the cockpit of the GINN where Miguel met his end when the combat knife impaled him through the face ending his life instantly while his last thoughts were on.

How could a Natural beat me?

Triumphantly Lelouch pulled the knife out and backed away before the GINN exploded, but the fight wasn't over yet as the proximity alarm inside the Strike Gundam's cockpit went off. Closing in from above was a white and gray colored ZAFT mobile suit, a ZGMF-515 CGUE. Inside the cockpit Rau Le Creuset looked upon the smoldering wreckage of what was once GINN piloted by Miguel Aiman, his superior was quite disappointed in what he saw.

"How unfortunate that you couldn't hang on until I got here Miguel, but it seems I'll have to deal with the final unit myself," Rau declared as Lelouch recognized the machine type from news reports and websites.

He knew the CGUE mobile suit was commonly used by commanders and ace pilots and the machine itself was an improvement over the GINN. The CGUE was faster and more maneuverable than the GINN and it was capable of being a little more flexible in terms of armaments. The machine Rau had was armed with a heavy assault machine rifle and sword similar to the GINN, but mounted on its left forearm was a M7070 shield-plus-28mm vulcan system.

This isn't good, but I need to take this battle away from here.

Lelouch thought as he realized this would be an uphill battle for him, but with his friends nearby he didn't want to risk a major battle with them in the area. The Strike Gundam began retreating towards the mountains closer to the rear of the colony hoping to use the hills and the remaining buildings to gain some advantage against the CGUE. Before fleeing the area the Gundam not only retrieved one of its combat knives, but it took up both the GINN's heavy sword which was still intact after the enemy machine had self-destructed.

The CGUE followed the Strike firing rounds from its shield mounted weapon, but the Phase Shift Armor successfully repelled them as the bullets bounced off the armor harmlessly while Rau was disappointed in the advance ASP rounds effectiveness. But the masked man was already planning out a way to counter the Phase Shift armor. He realized that if he couldn't penetrate it then he could just hammer away at it until its battery ran down suspecting correctly that using Phase Shift must consume a lot of the mobile suit's energy.

Inside his cockpit Lelouch was also aware of that danger taking into account the likely possibility of his foe figuring that out. It was all the more reason why he needed every advantage he could get his hands on at this moment to resolve the battle as soon as possible, so that he could see to Nunnally's safety and then plan out an escape plan from there.

But he needed to defeat the CGUE first.

After putting as much distance between himself and the approaching enemy machine as the Strike Gundam ascended the rocky face of the rear of the colony. Lelouch steeled himself for the oncoming battle while being mindful of his remaining power supply. Rau leveled his machine's assault rifle and opened fire, but Lelouch used the rocks and natural surroundings to provide limited cover from Rau's rifle fire.

"I see you wish to force me into a melee battle where you hope you'll have an advantage," Rau said guessing his enemy's plan but he remained cautious.

The CGUE descended towards the Strike Gundam unloading an entire clip upon it, but Lelouch dodged it by side stepping. But Rau shifted his mobile suit and soon unleashed a hail of bullets upon the white mobile suit. Lelouch tried to adjust, but Rau rammed his own machine right into the Strike Gundam causing it to lose its balance and fall over. The resulting impact caused Murrue to slam her head on the side of the cockpit knocking her out and falling onto Lelouch inhibiting his movements leaving him wide open. The Phase Shift Armor was still engaged, but it wasn't like to remain active for much longer as Rau quickly pinned down the Strike Gundam and proceeded to blast away at the white machine waiting for its Phase Shift Armor to drain the mobile suit of its energy.

Shit if I can't get out of this then, Lelouch was thinking when suddenly he felt a very large rumbling in the ground below the mobile suit.

Suddenly a large explosion of Earth erupted with rocks and debris flying everywhere and the two machines were in the path of such debris flying at them. But due to its current position the Strike Gundam would escape unharmed, but the CGUE quickly sustained damage. Chucks of rock hammered the CGUE damaging its mono-eye sensor while one of its wing-binders was damaged. Seeing an opportunity Lelouch opened fire with the CWIS. He missed the cockpit, but his shots hit the left arm disabling it. Intending to keep going on the offensive Lelouch shoved Murrue's unconscious form to the side and delivered a kick to the torso of the mobile suit forcing Rau to retreat. The interior of his cockpit was smoking from the damage but he still had some camera functions allowing him to see the cause behind the explosion.

Emerging from the mountain was a large white-legged ship, the Archangel.

* * *

A/N: I tried to do something different with the battles and as for Kallen I have some good roles planned for her later. After all Suzaku will be likely joining the Archangel crew so ZAFT having Kallen will even out the odds a little. As for Miguel getting killed at this point I kinda went with a little from the manga version I had read and I was also trying to be different with Lelouch and Rau having a short battle before the Archangel intervened giving the Lelouch the opportunity he needed after a close one.

As for Zero…I am not going to comment on it, but those who have discussed or was involved with planning the fanfic already know what I have in mind. If you figure it out already or later on then yay for you lol.

Of course who doesn't say that Lelouch himself may not take up the mantle at some point later on in the story? See you guys at the next update and thanks in advance for the reviews.


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